General terms and conditions

1. Scope

These terms apply to all services provided by twopeaks digital GmbH to businesses within the meaning of the Austrian Commercial Code (UGB). Deviating client terms apply only with our express consent in text form.

These terms apply on a supplementary basis unless a framework agreement, individual project agreement, statement of work or another individually negotiated agreement provides otherwise. In the event of a conflict, the respective individually negotiated agreement takes precedence over these terms.

2. Proposals and estimates

Effort estimates are guidelines and do not constitute a binding price commitment. They are cost estimates without guarantee within the meaning of Section 1170a ABGB. If a substantial and unavoidable overrun becomes apparent, we will inform the client without delay. In that event, the client may withdraw from the contract in accordance with Section 1170a(2) ABGB upon reasonable payment for the services already rendered or agree to continue. The next steps and their effects on fees and deadlines will be documented.

3. Individual project agreement and statement of work

The specific scope of each project is defined in an individual project agreement or statement of work covering milestones, acceptance criteria, dates, cooperation obligations and billing. Any framework agreement, the individual project agreement or statement of work and these terms together form the contractual basis; their order of precedence is governed by Section 1.

4. Service delivery and team

We provide services through a team covering development, project management and quality assurance. We select the individuals assigned. There is no entitlement to specific individuals, exclusive availability or a particular allocation. Temporary agency work is excluded.

We are entitled to engage subcontractors. We are liable for their services as if they were our own.

5. Client cooperation

• Appointment of dedicated contacts with decision-making authority.
• Timely provision of information, access, test data and approvals.
• Timely review and acceptance of milestones.
• Delays caused by a failure to cooperate extend the affected deadlines by a reasonable period and, to that extent, do not give rise to claims against us; the resulting, documented additional effort will be billed separately.

6. Changes

Changes to the agreed scope are made exclusively through a documented ticket or change request. The effects on scope, effort, fees and deadlines are recorded before implementation and approved by the designated contacts. Verbal change requests do not create an obligation to perform.

7. Acceptance

Each milestone is assessed against the agreed acceptance criteria. When notifying the client that the service is ready for acceptance, we state the start of the acceptance period and the consequences of failing to respond. The client accepts the service within 10 business days or reports specific defects relating to the acceptance criteria in text form. If neither acceptance nor such a defect report is received within this period, the service is deemed accepted. Insignificant defects do not prevent acceptance.

8. Fees and payment

Billing is based on the statement of work, usually through milestone-based instalments. Consulting, conception, analysis, reviews, project management, documentation and communication are billable services. The initial meeting of up to 15 minutes is free of charge; services beyond this are billed at the applicable hourly rate.

Payment is due within 14 days net. In the event of late payment, we are entitled to suspend services after notice in text form until payment is received. Statutory default interest applies pursuant to Section 456 UGB.

9. Usage rights

Following full payment, the client receives an unlimited right of use in time, territory and scope for work products created specifically for the client. Pre-existing components, libraries, tools and generic know-how remain with us; a non-exclusive right of use is granted for these. Rights to open-source components are governed by their respective licenses.

10. Confidentiality and data protection

Both parties keep confidential information confidential, including after the end of the project. Where we process personal data on the client's behalf, we enter into a data processing agreement pursuant to Art. 28 GDPR.

We may name the client as a reference only with prior consent in text form.

11. Use of AI tools

The default is development without AI tools. AI is used only when agreed in the statement of work, which documents the tools, permitted areas, provider, region and retention periods. Responsibility for the delivered results remains with us regardless.

12. Support and response times

Support is provided during business hours from 10:30 a.m. to 6:30 p.m. or by arrangement, with the response times defined in the contract. No 24/7 on-call service is owed. Support and maintenance services require a separate agreement.

13. Warranty and liability

We warrant the agreed quality in accordance with the state of the art applicable when the contract is entered into. Defects must be reported in text form and in a reproducible manner.

We have unlimited liability for intent, injury to life, body or health, and in all cases where mandatory law requires unlimited liability. We are liable for gross negligence in accordance with statutory provisions. In cases of ordinary negligence, we are liable only for a breach of a material contractual obligation and only for damage that was typically foreseeable when the contract was entered into. In all other respects, liability for ordinary negligence and, to the extent permitted by law, for lost profits, indirect damage and consequential damage is excluded.

A liability cap expressly set out in an individually negotiated agreement does not apply, to the extent permitted by law, to intent, personal injury or any other mandatory liability. The client ensures regular, tested data backups unless creating them is expressly part of our agreed services. In the event of data loss, liability is limited, to the extent permitted by law, to the typical recovery costs that would have been incurred had proper backups been maintained.

14. Term and termination

Projects end upon acceptance of the final service. Outstanding payment claims and post-contractual obligations remain unaffected. For ongoing services, particularly support, maintenance or administration, the term and notice period are defined in the respective agreement. The right to terminate for good cause remains unaffected, particularly in cases of material payment default despite a reasonable cure period, material failure to cooperate, or serious or repeatedly inappropriate conduct toward our employees despite a warning.

15. Final provisions

Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law. To the extent permitted by law, the court with subject-matter jurisdiction for Bregenz has exclusive jurisdiction over all disputes arising from or in connection with the contractual relationship. If individual provisions are invalid, the validity of the remaining provisions remains unaffected.

For the purposes of these terms, text form includes email and documentation in an agreed project or ticketing system that can be clearly attributed to a party, unless an individually negotiated agreement requires a stricter form.

In the event of discrepancies between the German and English versions, the German version prevails unless an individually negotiated agreement provides otherwise.

Last updated: September 2026